UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


               For the transition period _________to _________

                         Commission file number 0-17646

                       UNITED INVESTORS INCOME PROPERTIES
                 (Name of small business issuer in its charter)

         Missouri                                                43-1483942
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $1,750,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2004. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

United  Investors  Income  Properties  (the  "Registrant" or  "Partnership"),  a
Missouri Limited  Partnership,  was organized as a limited partnership under the
laws of the State of Missouri on June 23, 1988.  The  Partnership is governed by
an Agreement of Limited  Partnership  dated July 27, 1988. United Investors Real
Estate, Inc., a Delaware corporation, is the sole general partner ("UIRE" or the
"General Partner") of the Partnership.  UIRE was originally  wholly-owned by MAE
GP Corporation ("MAE GP").  Effective  February 25, 1998, MAE GP was merged into
AIMCO/IPT,  Inc.  (formerly  known as  Insignia  Properties  Trust)  ("IPT"),  a
Delaware  corporation  and a subsidiary of Apartment  Investment  and Management
Company  ("AIMCO"),  a publicly traded real estate  investment  trust. On May 1,
2003, Everest Properties,  Inc., a California  corporation  ("Everest") acquired
all of the  capital  stock of the  General  Partner.  In  connection  with  this
transaction,  the General  Partner and the  Partnership  entered into a Services
Agreement  effective May 1, 2003 (the "Services  Agreement") with NHP Management
Company ("NHP"), an affiliate of AIMCO,  whereby NHP agreed to provide portfolio
and property management services for the Partnership.  The portfolio  management
services included the services the General Partner of the Partnership  generally
performs or procures  in  connection  with the  management  of the  Partnership,
subject  to certain  limitations  provided  for in the  Services  Agreement.  As
compensation  for providing the portfolio  management  services and the property
management  services,  the General  Partner paid and assigned over to NHP all of
the income, distributions, fees, commissions,  reimbursements and other payments
payable by the Partnership to the General  Partner or any of its affiliates.  On
February 27, 2004, IPT  reacquired  from Everest all of the capital stock of the
General Partner. As of February 27, 2004, the Services Agreement was terminated.
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December 31, 2018 unless terminated prior to such date.

Commencing in May 1988,  the  Partnership  offered,  pursuant to a  Registration
Statement  filed with the Securities and Exchange  Commission  ("SEC"),  up to a
maximum of 80,000 units of limited  partnership  interest  (the "Units") at $250
per Unit with a minimum  required  purchase of eight Units or $2,000 (four Units
or  $1,000  for  an  Individual  Retirement  Account).  The  offering  of  Units
terminated May 4, 1990.  Upon  termination of the offering,  the Partnership had
accepted  subscriptions for 61,063 Units resulting in gross offering proceeds of
approximately  $15,266,000.  Since its initial offering, the Partnership has not
received,  nor  are  limited  partners  required  to  make,  additional  capital
contributions.

The  Partnership  was  engaged  in  the  business  of  acquiring  and  operating
multifamily  residential and commercial real estate  properties and other income
producing  real  estate.   The  Partnership   had  acquired  three   multifamily
residential  properties,  a medical office building,  and an interest in a joint
venture which owned a medical office  building.  The medical office building and
the joint venture were sold  December 30, 1999.  The  remaining  properties  are
residential  properties  and are further  described in "Item 2.  Description  of
Properties".

The Partnership  has no employees.  Management and  administrative  services are
provided by the General Partner and by agents  retained by the General  Partner.
Property management services are provided by an affiliate of NHP.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate of the General  Partner or
NHP in such market area,  could have a material  effect on the rental market for
the apartments and the rents that may be charged for such apartments.  While the
General  Partner,  NHP and their  affiliates  own and/or  control a  significant
number  of  apartment  units in the  United  States,  such  units  represent  an
insignificant  percentage  of total  apartment  units in the  United  States and
competition for the apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.  Although  the General  Partner  believes  that the  Partnership's
properties  are  substantially  in  compliance  with present  requirements,  the
Partnership  may incur  unanticipated  expenses  to comply  with the ADA and the
FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's  control,  these
factors  include but are not  limited  to,  changes in the supply and demand for
similar properties resulting from various market conditions, increases/decreases
in unemployment or population  shifts,  changes in the availability of permanent
mortgage  financing,  changes in zoning laws, or changes in patterns or needs of
users. In addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of economic and
other conditions outside of the control of the Partnership.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The General Partner does not anticipate that these costs will have
a  negative  effect on the  Partnership's  financial  condition  or  results  of
operations.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental testing has been performed,  which resulted in no material adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further  description  of the  Partnership's  business  is included in "Item 6.
Management's Discussion and Analysis or Plan of Operation" included in this Form
10-KSB.

Item 2.     Description of Properties

The following table sets forth the Partnership's investment in properties:
<TABLE>
<CAPTION>

                                     Date of
Property                             Purchase       Type of Ownership        Use

<S>                                  <C>   <C>
Bronson Place Apartments             11/01/88          Fee simple         Apartment
  Mountlake Terrace, WA                                                   70 units

Defoors Crossing Apartments          05/01/89          Fee simple         Apartment
  Atlanta, GA                                                             60 units

Meadow Wood Apartments               10/02/89          Fee simple         Apartment
  Medford, OR                                                             85 units
</TABLE>

Schedule of Properties

Set forth below for each of the  Partnership's  properties is the gross carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
federal tax basis.
<TABLE>
<CAPTION>

                       Gross
                      Carrying    Accumulated   Depreciable               Federal
Property               Value     Depreciation      Life       Method     Tax Basis
                          (in thousands)                              (in thousands)
<S>                   <C>           <C>          <C>                      <C>
Bronson Place         $ 3,948       $ 1,889      5-40 yrs      S/L        $ 2,154
Defoors Crossing        3,633         1,628      5-40 yrs      S/L          1,987
Meadow Wood             3,994         1,856      5-40 yrs      S/L          2,159
      Totals          $11,575       $ 5,373                               $ 6,300
</TABLE>

See  "Note  A,  Organization  and  Significant  Accounting  Policies."  of the
financial  statements in "Item 7. Financial  Statements"  for a description of
the Partnership's capitalization and depreciation policies.

Schedule of Rental Rates and Occupancy

Average annual rental rates and occupancy for 2004 and 2003 for each property:
<TABLE>
<CAPTION>

                                              Average Annual        Average Annual
                                               Rental Rates           Occupancy
                                                (per unit)
Property                                     2004        2003       2004     2003
<S>                                         <C>         <C>         <C>       <C>
Bronson Place Apartments                    $9,054      $9,165      89%       88%
  Mountlake Terrace, WA
Defoors Crossing Apartments (2)              7,916       8,069      92%       86%
  Atlanta, GA
Meadow Wood Apartments (1)                   8,297       7,986      87%       94%
  Medford, OR
</TABLE>

(1)   The General Partner attributes the decrease in average occupancy at Meadow
      Wood Apartments to tenants  purchasing new homes due to low interest rates
      and to a change in the criteria used to accept new tenants. The change was
      implemented in an effort to attract and retain a more stable tenant base.

(2)   The  General  Partner  attributes  the  increase in average  occupancy  at
      Defoors  Crossing  Apartments  to strong  resident  relations and customer
      service, as well as improved marketing to potential quality residents.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition  from other  residential  apartment  complexes in the  localities in
which they operate.  The General Partner believes that all of the properties are
adequately  insured.  Each  residential  property is an apartment  complex which
leases units for lease terms of one year or less. No  residential  tenant leases
10% or more of the available  rental space.  All of the  properties  are in good
physical  condition,  subject to normal  depreciation  and  deterioration  as is
typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates

Real estate taxes and effective rates in 2004 for each property were:

                                                 2004            2004
                                                 Taxes           Rates
                                            (in thousands)
Bronson Place Apartments                         $ 49            1.07%
Defoors Crossing Apartments                        40            1.46%
Meadow Wood Apartments                             57            1.42%

Capital Improvements

Bronson Place

During the year ended December 31, 2004, the Partnership completed approximately
$50,000  of  capital  expenditures  at  Bronson  Place  Apartments,   consisting
primarily  of  floor  covering  replacements,   structural  upgrades  and  major
landscaping.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Defoors Crossing

During the year ended December 31, 2004, the Partnership completed approximately
$21,000  of capital  expenditures  at DeFoors  Crossing  Apartments,  consisting
primarily of floor covering and appliance replacements.  These improvements were
funded from operating cash flow. The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Meadow Wood

During the year ended December 31, 2004, the Partnership completed approximately
$29,000 of capital expenditures at Meadow Wood Apartments,  consisting primarily
of  floor  covering  and  appliance  replacements,  and  installation  of an air
conditioning  unit in the leasing office.  These  improvements  were funded from
operating cash flow. The Partnership regularly evaluates the capital improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  capital  improvements  are
completed the  Partnership's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

Item 3.     Legal Proceedings

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia.  Specifically,  the  plaintiffs  contend that AIMCO  Properties,  L.P.
failed to compensate  maintenance workers for time that they were required to be
"on-call".  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations.

Item 4.     Submission of Matters to a Vote of Security Holders

During the quarter ended  December 31, 2004, no matters were submitted to a vote
of Unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered 80,000 and sold
61,063  Limited  Partnership  Units (the  "Units")  during its  offering  period
through May 4, 1990,  aggregating  approximately  $15,266,000.  The  Partnership
currently has 61,063 Units  outstanding and 1,203 holders of record.  Affiliates
of the General  Partner and AIMCO owned  24,429  Units or 40.00% at December 31,
2004.  No public  trading  market has  developed  for the  Units,  and it is not
anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 579           $ 9.38            $ 405            $ 6.57
</TABLE>

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  property sales and/or financings.  The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures  to  permit  distributions  to its  partners  in  2005  or
subsequent periods. See "Item 2. Description of Property - Capital Improvements"
for information relating to anticipated capital expenditures at the property.

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at December  31, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  in exchange for cash or a combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its  ownership  of 40.00% of the  outstanding  Units at
December 31, 2004,  AIMCO and its  affiliates are in a position to influence all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment properties,  costs
incurred to operate the investment  properties,  general economic conditions and
weather.  As part of the ongoing business plan of the  Partnership,  the General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan,  the General  Partner  attempts to protect the  Partnership  from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall occupancy level. However, the General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions,  accordingly, there is no guarantee that the General Partner will be
able to sustain such a plan.  Further,  a number of factors that are outside the
control of the  Partnership  such as the local economic  climate and weather can
adversely or positively affect the Partnership's financial results.

Results of Operations

The  Partnership  recognized net income of  approximately  $198,000 for the year
ended December 31, 2004 compared to net income of approximately $271,000 for the
year ended  December 31, 2003. The decrease in net income is primarily due to an
increase in total expenses and a slight decrease in total revenues.

Total revenues  decreased due to a decrease in other income  partially offset by
an increase in rental income.  Other income  decreased due to a decrease in late
charges and lease cancellation fees, primarily at Defoors Crossing Apartments as
a result of an increase in the average occupancy at the property.  Rental income
increased  primarily  due  to an  increase  in  occupancy  at  Defoors  Crossing
Apartments,  and reduced bad debt  expense at all of the  properties,  partially
offset by a decrease in occupancy at Meadow Wood Apartments.

Total  expenses  increased  due to an increase in  operating  expense  partially
offset by decreases  in general and  administrative  and property tax  expenses.
Depreciation  expense remained  relatively  constant for the comparable periods.
Operating  expense  increased  due to an increase in  advertising  and  property
expenses.  Advertising expense increased at all of the Partnership's  investment
properties,  especially  periodicals  at  DeFoors  Crossing  Apartments  and web
advertising at Bronson Place Apartments.  Property expenses  increased due to an
increase in salaries and related expenses at Bronson Place Apartments and Meadow
Wood  Apartments.   Property  tax  expense  decreased  due  to  the  Partnership
successfully appealing the assessed value of DeFoors Crossing Apartments.

General and administrative expenses decreased due to decreased costs of services
included in the  management  reimbursements  to the  General  Partner as allowed
under the Partnership  Agreement and due to lower audit costs.  Also included in
general and administrative  expenses are costs associated with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $356,000 compared to approximately $509,000 at December 31, 2003.
Cash and cash  equivalents  decreased  approximately  $153,000 from December 31,
2003 due to  approximately  $622,000 and $100,000 of cash used in financing  and
investing activities,  respectively,  partially offset by approximately $569,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted of distributions  paid to the partners and loan costs incurred related
to anticipated  financing to be obtained on Bronson Place  Apartments and Meadow
Wood  Apartments  during the second  quarter of 2005. If such  financings  occur
during  2005  the  General  Partner  will  evaluate  at that  time  the  overall
operations of the Partnership to determine what the financing  proceeds would be
used for. Cash used in investing activities  consisted of property  improvements
and  replacements.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements.  The General Partner monitors
developments in the area of legal and regulatory  compliance.  For example,  the
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance. The Partnership regularly evaluates the capital improvement needs of
the properties.  While the Partnership has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the  properties as well as  anticipated  cash flow generated by the
properties.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  capital  improvements  are
completed the  Partnership's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                        Per Limited                        Per Limited
                       Year Ended       Partnership      Year Ended        Partnership
                    December 31, 2004      Unit       December 31, 2003       Unit

<S>                       <C>             <C>               <C>              <C>
Operations                $ 579           $ 9.38            $ 405            $ 6.57
</TABLE>


Future cash  distributions  will depend on the levels of net cash generated from
operations, property sales and/or refinancings. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures  to permit  distributions  to its partners  during 2005 or
subsequent periods.

Other

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at December  31, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  in exchange for cash or a combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its  ownership  of 40.00% of the  outstanding  Units at
December 31, 2004,  AIMCO and its  affiliates are in a position to influence all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial condition.  The preparation of financial statements in conformity with
accounting  principles  generally  accepted in the United  States  requires  the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting policies in many areas. The Partnership  believes that
of its  significant  accounting  policies,  the  following  may involve a higher
degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any  adverse  changes  in  these  factors  could  cause  an  impairment  in  the
Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.


Item 7.     Financial Statements

UNITED INVESTORS INCOME PROPERTIES

LIST OF FINANCIAL STATEMENTS

   Report of Independent Registered Public Accounting Firm

   Balance Sheet - December 31, 2004

   Statements of Operations - Years ended December 31, 2004 and 2003

   Statements  of  Changes in  Partners'  (Deficiency)  Capital - Years  ended
   December 31, 2004 and 2003

   Statements of Cash Flows - Years ended December 31, 2004 and 2003

   Notes to Financial Statements

           Report of Independent Registered Public Accounting Firm



The Partners
United Investors Income Properties


We have  audited  the  accompanying  balance  sheet of United  Investors  Income
Properties as of December 31, 2004,  and the related  statements of  operations,
changes in partners'  (deficiency)  capital,  and cash flows for each of the two
years in the period ended December 31, 2004. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of United  Investors  Income
Properties at December 31, 2004,  and the results of its operations and its cash
flows  for each of the two years in the  period  ended  December  31,  2004,  in
conformity with accounting principles generally accepted in the United States.


                                                          /s/Ernst & Young LLP


Greenville, South Carolina
March 10, 2005


                       UNITED INVESTORS INCOME PROPERTIES

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>



Assets
<S>                                                                          <C>
  Cash and cash equivalents                                                  $ 356
  Receivables and deposits                                                       40
  Other assets                                                                  118
  Investment properties (Note B):
    Land                                                      $ 1,522
    Buildings and related personal property                    10,053
                                                               11,575
    Less accumulated depreciation                              (5,373)        6,202
                                                                            $ 6,716
Liabilities and Partners' (Deficiency) Capital
Liabilities
  Accounts payable                                                            $ 29
  Tenant security deposit liabilities                                            52
  Other liabilities                                                              52
  Due to affiliates (Note C)                                                      5

Partners' (Deficiency) Capital
  General partner                                              $ (65)
  Limited partners (61,063 units issued and outstanding)        6,643         6,578
                                                                            $ 6,716

              See Accompanying Notes to Financial Statements
</TABLE>

                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                            Years Ended December 31,
                                                                2004          2003
Revenues:
<S>                                                           <C>           <C>
  Rental income                                               $ 1,578       $ 1,565
  Other income                                                    172           193
      Total revenues                                            1,750         1,758

Expenses:
  Operating                                                       868           777
  General and administrative                                      130           141
  Depreciation                                                    416           415
  Property taxes                                                  138           154
      Total expenses                                            1,552         1,487

Net income (Note D)                                            $ 198         $ 271

Net income allocated to general partner (1%)                    $ 2           $ 3
Net income allocated to limited partners (99%)                    196           268

                                                               $ 198         $ 271

Net income per limited partnership unit                        $ 3.21        $ 4.39

Distributions per limited partnership unit                     $ 9.38        $ 6.57

              See Accompanying Notes to Financial Statements
</TABLE>

                       UNITED INVESTORS INCOME PROPERTIES

           STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                       <C>           <C>       <C>        <C>
Original capital contributions            61,063        $ --      $15,266    $15,266

Partners' (deficiency) capital at
  December 31, 2002                       61,063       $ (60)     $ 7,153    $ 7,093

Distributions to partners                     --           (4)       (401)      (405)

Net income for the year ended
  December 31, 2003                           --            3         268        271

Partners' (deficiency) capital at
  December 31, 2003                       61,063          (61)      7,020      6,959

Distributions to partners                     --           (6)       (573)      (579)

Net income for the year ended
  December 31, 2004                           --            2         196        198

Partners' (deficiency) capital at
  December 31, 2004                       61,063       $ (65)     $ 6,643    $ 6,578

              See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                       UNITED INVESTORS INCOME PROPERTIES

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>


                                                              Years Ended December 31,
                                                                  2004        2003
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 198        $ 271
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                   416          415
     Change in accounts:
      Receivables and deposits                                       (7)           7
      Other assets                                                  (33)          (4)
      Accounts payable                                               12            2
      Tenant security deposit liabilities                             8           (5)
      Accrued property taxes                                         (6)           1
      Other liabilities                                              20           (5)
      Due to affiliates                                             (39)          (8)
          Net cash provided by operating activities                 569          674

Cash flows used in investing activities:
  Property improvements and replacements                           (100)        (104)

Cash flows from financing activities:
  Distributions to partners                                        (579)        (405)
  Loan costs incurred                                               (43)          --
          Net cash used in financing activities                    (622)        (405)

Net (decrease) increase in cash and cash equivalents               (153)         165

Cash and cash equivalents at beginning of year                      509          344

Cash and cash equivalents at end of year                         $ 356        $ 509

              See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




                       UNITED INVESTORS INCOME PROPERTIES

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004


Note A - Organization and Summary of Significant Accounting Policies

Organization:   United   Investors  Income   Properties  (the   "Registrant"  or
"Partnership"),  a Missouri  Limited  Partnership,  was  organized  as a limited
partnership  under  the laws of the  State of  Missouri  on June 23,  1988.  The
Partnership  is governed by an Agreement of Limited  Partnership  dated July 27,
1988. United Investors Real Estate,  Inc., a Delaware  corporation,  is the sole
general partner ("UIRE" or the "General  Partner") of the Partnership.  UIRE was
originally wholly-owned by MAE GP Corporation ("MAE GP"). Effective February 25,
1998,  MAE GP was  merged  into  AIMCO/IPT,  Inc.  (formerly  known as  Insignia
Properties Trust) ("IPT"), a Delaware  corporation and a subsidiary of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment  trust.  On May 1,  2003,  Everest  Properties,  Inc.,  a  California
corporation  ("Everest")  acquired  all  of the  capital  stock  of the  General
Partner.  In  connection  with this  transaction,  the  General  Partner and the
Partnership  entered  into a  Services  Agreement  effective  May 1,  2003  (the
"Services  Agreement")  with NHP  Management  Company  ("NHP"),  an affiliate of
AIMCO,  whereby NHP agreed to provide portfolio and property management services
for the Partnership. The portfolio management services included the services the
General Partner of the Partnership  generally performs or procures in connection
with the management of the Partnership,  subject to certain limitations provided
for in the Services  Agreement.  As  compensation  for  providing  the portfolio
management  services and the property management  services,  the General Partner
paid  and  assigned  over  to  NHP  all  of  the  income,  distributions,  fees,
commissions, reimbursements and other payments payable by the Partnership to the
General Partner or any of its  affiliates.  On February 27, 2004, IPT reacquired
from Everest all of the capital stock of the General Partner. As of February 27,
2004, the Services Agreement was terminated.  The Partnership Agreement provides
that the  Partnership  is to terminate  on December  31, 2018 unless  terminated
prior to such date.  As of December  31,  2004,  the  Partnership  operates  two
residential  properties  in the northwest  and one  residential  property in the
south.

Cash and cash equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash  balances  include  approximately  $291,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Allocations  of  profits,  losses  and  distributions:  In  accordance  with the
partnership agreement, all profits, losses and distributions are to be allocated
1% to the General Partner and 99% to the limited partners.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  Deposits  are  refunded  when the tenant
vacates,  provided  the tenant has not  damaged  its space and is current on its
rental payments.

Investment   Properties:   Investment  properties  consist  of  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate. The Partnership capitalizes all expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets,"  the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  property and related  personal  property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 19 years for additions  after May 8, 1985, and before January
1, 1987. As a result of the Tax Reform Act of 1986, for additions after December
31, 1986, the modified accelerated cost recovery method is used for depreciation
of (1) real property over 27.5 years and (2) personal property  additions over 5
years.

Deferred  Costs:  Loan  costs  of  approximately  $43,000,  associated  with the
anticipated financing to be obtained on Bronson Place Apartments and Meadow Wood
Apartments during the second quarter of 2005 are included in other assets on the
balance sheet at December 31, 2004.  Leasing  commissions and other direct costs
incurred  in  connection  with  successful  leasing  efforts  are  deferred  and
amortized over the terms of the related  leases.  Amortization of these costs is
included in operating expenses.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying amount of its financial  instruments  approximates  their fair
value due to the short term maturity of these instruments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
reported in the financial  statements  and  accompanying  notes.  Actual results
could differ from those estimates.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  expense was  approximately  $85,000 and $57,000 for the years ended
December 31, 2004 and 2003, respectively, and is included in operating expense.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial  reports.  SFAS No. 131 also established
standards for related disclosures about products and services, geographic areas,
and major  customers.  As defined in SFAS No. 131, the  Partnership has only one
reportable segment.

Note B - Investment Properties and Accumulated Depreciation

                                       Initial Cost
                                      To Partnership

                                               Buildings       Net Costs
                                              and Related     Capitalized
                                               Personal      Subsequent to
Description                         Land       Property       Acquisition
                                      (in thousands)        (in thousands)
Bronson Place Apartments           $ 501        $ 2,568          $ 879
Defoors Crossing Apartments           520         2,480             633
Meadow Wood Apartments                501         2,884             609
            Totals                $ 1,522       $ 7,932         $ 2,121


                     Gross Amount At Which
                            Carried
                              At December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                           Buildings
                          And Related
                           Personal            Accumulated     Date of      Date    Depreciable
Description        Land    Property    Total   Depreciation  Construction Acquired  Life-Years
                                              (in thousands)
<S>                <C>      <C>       <C>        <C>             <C>      <C>   <C>    <C>
Bronson Place      $ 501    $ 3,447   $ 3,948    $ 1,889         1988     11/01/88     5-40
Defoors Crossing      520     3,113     3,633      1,628         1988     05/01/89     5-40
Meadow Wood           501     3,493     3,994      1,856         1988     10/02/89     5-40
     Totals       $ 1,522   $10,053   $11,575    $ 5,373
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                              Years Ended December 31,
                                                  2004         2003
                                                   (in thousands)
   Investment Properties
   Balance at beginning of year                  $11,475      $11,371
     Property improvements                           100          104
   Balance at end of year                        $11,575      $11,475

   Accumulated Depreciation
   Balance at beginning of year                  $ 4,957      $ 4,542
     Amounts charged to expense                      416          415
   Balance at end of year                        $ 5,373      $ 4,957

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $11,693,000  and  $11,592,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2004 and 2003,  is  approximately  $5,393,000  and  $4,994,000,
respectively.

Note C - Transactions with Affiliated Parties

The  Partnership  has no  employees  and depends on the General  Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  Pursuant to the Services Agreement discussed in "Note A", all such
payments for services provided for in the Partnership Agreement were paid to NHP
during the period from May 1, 2003 until  February  27,  2004 when the  Services
Agreement was terminated.

Affiliates of the General  Partner  receive 5% of gross receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $85,000 and
$88,000 for the years ended December 31, 2004 and 2003,  respectively,  which is
included in operating expenses.

Affiliates  of the General  Partner  charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $81,000 and
$84,000 for the years ended December 31, 2004 and 2003,  respectively,  which is
included in general and  administrative  expenses.  For the years ended December
31, 2004 and 2003,  the first three  quarters were based on estimates and in the
fourth  quarter the  reimbursement  of accountable  administrative  expenses was
adjusted based on the actual costs (see "Note E"). The fourth quarter adjustment
resulted in an overpayment of approximately  $16,000 which is included in due to
affiliates on the accompanying balance sheet at December 31, 2004.

For acting as real estate broker in  connection  with the 1999 sale of Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately  $21,000.  However,  this amount is not payable  until the limited
partners  receive an amount equal to their  adjusted  capital  investment  and a
cumulative  distribution  equal to an 8% annual return from the last  additional
closing date or, if greater,  a 6%  cumulative  annual return from their date of
admission to the Partnership. At December 31, 2004, the limited partners had not
received  their  return.  Therefore,  the  commission  is  included  in  due  to
affiliates on the accompanying balance sheet at December 31, 2004.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO,  which is generally  self-insured for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During the years ended December 31, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $24,000  and  $23,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at December  31, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  in exchange for cash or a combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its  ownership  of 40.00% of the  outstanding  Units at
December 31, 2004,  AIMCO and its  affiliates are in a position to influence all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Note D - Income Taxes

The Partnership  received a ruling from the Internal  Revenue Service that it is
to be classified as a partnership for Federal income tax purposes.  Accordingly,
no  provision  for  income  taxes  is made in the  financial  statements  of the
Partnership. Taxable income or loss of the Partnership is reported in the income
tax returns of its partners.

The  following  is a  reconciliation  between  net  income  as  reported  in the
financial statements and Federal taxable income allocated to the partners in the
Partnership's  tax return for the years  ended  December  31,  2004 and 2003 (in
thousands, except unit data):

                                                       2004        2003
      Net income as reported                           $ 198       $ 271
      Add (deduct):
        Deferred revenue and other liabilities           (21)        (18)
        Depreciation differences                          17          (1)
      Federal taxable income                           $ 194       $ 252
      Federal taxable income per limited
        partnership unit                               $3.14       $4.08

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 2004 (in thousands):

      Net assets as reported                                $ 6,578
      Differences in basis of assets and liabilities
        Deferred revenue and other liabilities                  (46)
        Accumulated depreciation                                (20)
        Buildings                                               118
        Syndication costs                                     1,902

      Net assets - tax basis                                $ 8,532

Note E - Fourth-Quarter Adjustment

The Partnership's policy is to record management reimbursements to affiliates of
the General  Partner as allowed under the  Partnership  Agreement on a quarterly
basis, using estimated  financial  information  furnished by an affiliate of the
General  Partner.  For  the  first  three  quarters  of  2004  and  2003,  these
reimbursements  of accountable  administrative  expenses were based on estimated
amounts. During the fourth quarter of 2004 and 2003, the Partnership recorded an
adjustment to management  reimbursements to affiliates of the General Partner of
approximately  ($16,000) and $23,000,  respectively,  due to  differences in the
estimated   costs  and  the  actual  costs  incurred.   The  actual   management
reimbursements to affiliates of the General Partner for the years ended December
31, 2004 and 2003 were  approximately  $81,000  and  $84,000,  respectively,  as
compared to the estimated management reimbursements to affiliates of the General
Partner for the nine months ended  September 30, 2004 and 2003 of  approximately
$73,000 and $45,000,  respectively.  The adjustment to management reimbursements
was included in general and administrative expense for both years.

Note F - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims  related  to  mold  exposure.  Affiliates  of the  General  Partner  have
implemented a national  policy and  procedures to prevent or eliminate mold from
its  properties  and the  General  Partner  believes  that these  measures  will
eliminate,  or at least minimize, the effects that mold could have on residents.
To date,  the  Partnership  has not incurred any material  costs or  liabilities
relating to claims of mold exposure or to abate mold conditions. Because the law
regarding  mold is unsettled and subject to change the General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations.  Similarly,  the General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's financial condition or results of operations.


<PAGE>



Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosures

None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

None.


<PAGE>


                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons,
            Compliance with Section 16(a) of the Exchange Act

United Investors Income Properties (the "Registrant" or the  "Partnership")  has
no  directors  or officers.  The names of the  directors  and officers of United
Investors Real Estate,  Inc. ("UIRE" or the "General  Partner"),  their ages and
the  nature  of all  positions  with UIRE  presently  held by them are set forth
below.  There are no family  relationships  between or among any  directors  and
officers.

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

Martha L. Long has been a Director  and Senior  Vice  President  of the  General
Partner since February 2004. Ms. Long has been with AIMCO since October 1998 and
has served in various  capacities.  From 1998 to 2001, Ms. Long served as Senior
Vice President and Controller of AIMCO and the General Partner.  During 2002 and
2003,  Ms. Long served as Senior Vice  President of Continuous  Improvement  for
AIMCO.

Harry G. Alcock was  appointed  as a Director of the General  Partner in October
2004 and was  appointed  Executive  Vice  President  of the  General  Partner in
February 2004 and has been Executive Vice President and Chief Investment Officer
of AIMCO since October  1999.  Prior to October 1999 Mr. Alcock served as a Vice
President  of AIMCO  from July 1996 to October  1997,  when he was  promoted  to
Senior Vice  President  Acquisitions  where he served until  October  1999.  Mr.
Alcock has had responsibility for acquisition and financing  activities of AIMCO
since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary of the General  Partner in February  2004 and of AIMCO in August 2001.
Prior to joining  AIMCO,  Mr. Cortez was the senior  partner of Cortez  Macaulay
Bernhardt  &  Schuetze  LLC,  a Denver  law firm,  from  December  1997  through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the General  Partner in  February  2004 and of AIMCO in  February  2003.  Ms.
Fielding was  appointed  Treasurer  of AIMCO in January  2005.  Ms.  Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the General  Partner since April 2002. Mr.  McAuliffe has served as Executive
Vice  President of AIMCO since February 1999 and was appointed  Chief  Financial
Officer  of AIMCO in October  1999.  From May 1996  until he joined  AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the General  Partner in February  2004 and of AIMCO in January  2004.
Prior to  joining  AIMCO in January  2004,  Mr.  Herzog  was at GE Real  Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice  President of the General  Partner in April
2004. Mr. Waters previously served as a Director of Real Estate Accounting since
joining AIMCO in September 1999. Mr. Waters has responsibilities for real estate
and partnership accounting with AIMCO.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of  directors of the General  Partner  does not have a separate  audit
committee.  As such, the board of directors of the General Partner  fulfills the
functions of an audit  committee.  The board of directors  has  determined  that
Martha L. Long meets the requirement of an "audit committee financial expert".

The  directors  and  officers of the General  Partner  with  authority  over the
Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code
of ethics that applies to such  directors and officers that is posted on AIMCO's
website  (www.AIMCO.com).  AIMCO's  website is not  incorporated by reference to
this filing.

Item 10.    Executive Compensation

No  remuneration  was paid by the  Partnership to any officer or director of the
General Partner during the year ended December 31, 2004.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth those persons or entities known by the Registrant
to be the beneficial owner of more than 5% of the Limited  Partnership  Units of
the  Registrant as of December 31, 2004 and the  ownership  interests in limited
partnership units of the General Partner and its affiliates.

               Entity                   Number of Units      Percentage

AIMCO IPLP, L.P.                                 88             0.14%
  (an affiliate of AIMCO)
AIMCO Properties, L.P.                       24,341            39.86%
  (an affiliate of AIMCO)

AIMCO IPLP,  L.P. is indirectly  but ultimately  owned by AIMCO.  Its business
address is 55 Beattie Place, Greenville, South Carolina 29602.

AIMCO Properties,  L.P. is indirectly but ultimately  controlled by AIMCO. Its
business address is 4582 S. Ulster St. Parkway,  Suite 1100, Denver,  Colorado
80237.

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no  employees  and depends on the General  Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for payments to affiliates for services and
for  reimbursement of certain  expenses  incurred by affiliates on behalf of the
Partnership.  Pursuant to the Services Agreement discussed in "Note A", all such
payments for services provided for in the Partnership Agreement were paid to NHP
during the period from May 1, 2003 until  February  27,  2004 when the  Services
Agreement was terminated.

Affiliates of the General  Partner  receive 5% of gross receipts from all of the
Partnership's  properties  as  compensation  for providing  property  management
services.  The  Partnership  paid to such affiliates  approximately  $85,000 and
$88,000 for the years ended December 31, 2004 and 2003,  respectively,  which is
included in operating expenses.

Affiliates  of the General  Partner  charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $81,000 and
$84,000 for the years ended December 31, 2004 and 2003,  respectively,  which is
included in general and  administrative  expenses.  For the years ended December
31, 2004 and 2003,  the first three  quarters were based on estimates and in the
fourth  quarter the  reimbursement  of accountable  administrative  expenses was
adjusted based on the actual costs (see Item 7. Financial  Statements - Note E).
The fourth  quarter  adjustment  resulted  in an  overpayment  of  approximately
$16,000 which is included in due to affiliates on the accompanying balance sheet
at December 31, 2004.

For acting as real estate broker in  connection  with the 1999 sale of Peachtree
Corners Medical Building, the General Partner earned a real estate commission of
approximately  $21,000.  However,  this amount is not payable  until the limited
partners  receive an amount equal to their  adjusted  capital  investment  and a
cumulative  distribution  equal to an 8% annual return from the last  additional
closing date or, if greater,  a 6%  cumulative  annual return from their date of
admission to the Partnership. At December 31, 2004, the limited partners had not
received  their  return.  Therefore,  the  commission  is  included  in  due  to
affiliates on the accompanying balance sheet at December 31, 2004.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO,  which is generally  self-insured for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During the years ended December 31, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $24,000  and  $23,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

On February 27, 2004, IPT, a subsidiary of AIMCO, reacquired from Everest all of
the capital stock of the General Partner.  In addition to its indirect ownership
of the sole general partner of the  Partnership,  AIMCO and its affiliates owned
24,429 limited  partnership units (the "Units") in the Partnership  representing
40.00% of the  outstanding  units at December  31, 2004. A number of these Units
were acquired  pursuant to tender offers made by AIMCO or its affiliates.  AIMCO
or its affiliates may acquire additional Units of limited  partnership  interest
in the  Partnership  in exchange for cash or a combination  of cash and units in
AIMCO  Properties,  L.P.,  the operating  partnership  of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its  ownership  of 40.00% of the  outstanding  Units at
December 31, 2004,  AIMCO and its  affiliates are in a position to influence all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $42,000 and $38,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $10,000 and $8,000 for
2004 and 2003, respectively.

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                    UNITED INVESTORS INCOME PROPERTIES


                                    By:   United Investors Real Estate, Inc.
                                          Its General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 25, 2005


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


/s/Harry G. Alcock            Director and Executive  Date: March 25, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice Date: March 25, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President          Date: March 25, 2005
Stephen B. Waters



<PAGE>


                                INDEX TO EXHIBITS


     Exhibit

       1          Form  of  Dealer  Manager   Agreement  between  the  General
                  Partner   and  the  Dealer   Manager,   including   Form  of
                  Soliciting  Broker  Agreement;  incorporated by reference to
                  Exhibit  1  to   Partnership's   Amendment  to  Registration
                  Statement  (File No.  33-20350)  previously  filed on May 2,
                  1988.

       1.1        Amendment  to  Dealer  Manager   Agreement;   incorporated  by
                  reference to Exhibit 1.1 to Post-Effective  Amendment No. 2 to
                  Partnership's Registration Statement previously filed on March
                  21, 1989.

       4.1        Form of Subscription  Agreement;  incorporated by reference as
                  part  of  the   Prospectus   of   Partnership   contained   in
                  Partnership's  Amendment to Registration  Statement previously
                  filed on May 2, 1988.

       4.2        Form of  Agreement  of  Limited  Partnership  of  Partnership;
                  incorporated  by  reference  as  part  of  the  Prospectus  of
                  Partnership   contained   in   Partnership's    Amendment   to
                  Registration Statement previously filed on May 2, 1988.

       4.3        Tenth  Amendment  to  Agreement  of  Limited   Partnership  of
                  Partnership;  incorporated  by  reference  to  Exhibit  4.3 to
                  Partnership's  Quarterly  Report on Form 10-Q previously filed
                  on May 15, 1989.

       4.4        Certificate of Limited Partnership (Exhibit 3 to Partnership's
                  Form 8-K filed on April 29, 1991,  is  incorporated  herein by
                  reference).

      10.2        Agreement of Purchase and Sale,  dated June 22, 1988,  between
                  United  Investors  Real  Estate,  Inc.,  as nominee for United
                  Investors  Income  Properties,  as purchaser,  and  Nilsen/Bay
                  Ridge  Development,  Inc.  and MBIV  Development,  as  seller,
                  relating  to  Bronson  Place   Apartments;   incorporated   by
                  reference to Exhibit 10.1 to Partnership's Quarterly Report on
                  Form 10-Q previously filed on August 11, 1988.

      10.3        Agreement  of  Purchase  and Sale,  dated  October  20,  1988,
                  between United Investors Real Estate, Inc., as purchaser,  and
                  Defoors  Crossing  Associates,  Ltd.,  as seller,  relating to
                  Defoors   Crossing   Apartments,   and   amendments   thereto;
                  incorporated  by reference  to Exhibit 10.3 to  Post-Effective
                  Amendment  No.1  to   Partnership's   Registration   Statement
                  previously filed on February 1, 1989.

      10.4        Agreement of Purchase and Sale,  dated June 29, 1989,  between
                  United  Investors  Real Estate,  Inc.,  as  purchaser  and CMW
                  Properties, as seller, relating to Meadow Wood Apartments, and
                  amendments thereto;  incorporated by reference to Exhibit 10.4
                  to  Partnership's  Current Report on Form 8-K previously filed
                  on October 17, 1989.

      10.8        Stock Purchase  Agreement dated December 4, 1992,  showing the
                  purchase of 100% of the outstanding  stock of United Investors
                  Real  Estate,  Inc.  by MAE GP  Corporation;  incorporated  by
                  reference to Exhibit 10.8 to  Partnership's  Current Report on
                  Form 8-K previously filed on December 31, 1992.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.


Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have  reviewed  this annual  report on Form  10-KSB of United  Investors
      Income Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 25, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of
                                    United Investors Real
                                    Estate, Inc., equivalent
                                    of the chief executive
                                    officer of the
                                    Partnership




Exhibit 31.2

                                  CERTIFICATION

I, Stephen B. Waters, certify that:


1.    I have  reviewed  this annual  report on Form  10-KSB of United  Investors
      Income Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date:  March 25, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of United
                                    Investors Real Estate,
                                    Inc., equivalent of the
                                    chief financial officer of
                                    the Partnership

Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB of United  Investors  Income
Properties  (the  "Partnership"),  for the year ended December 31, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Martha  L.  Long,  as the  equivalent  of the  Chief  Executive  Officer  of the
Partnership,  and Stephen B. Waters,  as the  equivalent of the Chief  Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.